Independent Directors

Who is not an independent director?

  • A director who is:
    • an employee (3 year lookback)
    • A vendor or service provider who received $10,000 or more in direct compensation (3 year lookback)
    • An employee of, or owner with a substantial financial interest in, an entity that has paid to or received from the nonprofit property or services above the lesser of $25,000 or 2% of the nonprofit's gross revenue (3 year lookback)
  • A director who is related to someone who is:
    • A key employee (3 year lookback)
    • A vendor or service provider who received $10,000 or more in direct compensation (3 year lookback)
    • An employee of, or owner with a substantial financial interest in, an entity that has paid to or received from the nonprofit property or services above the lesser of $25,000 or 2% of the nonprofit's gross revenue (3 year lookback)
  • Relatives: spouse or domestic partner, ancestors, brothers and sisters (whether whole or half blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses of brothers, sisters, children, grandchildren, and great-grandchildren


This is an excerpt from the "Implementing the Nonprofit Revitalization Act" presentation given by Jaeckle Fleischmann & Mugel, LLP on February 26, 2015.

Last updated: May 4, 2016 6:21pm